EXHIBIT 3.1
                                                                     -----------

                              AMENDED AND RESTATED
                                     BYLAWS

                                       OF

                              EASTON BANCORP, INC.
                             A MARYLAND CORPORATION

                                    ARTICLE I
                                    ---------
                                     OFFICES

     The  Corporation  shall  continuously  maintain  in the State of Maryland a
principal  office  and  may have other offices within or without the state.  The
Corporation shall have at least one resident agent who shall either be a citizen
of  Maryland  and  reside  in  Maryland  or  be  a  Maryland  corporation.

                                   ARTICLE II
                                   ----------
                                  STOCKHOLDERS

     SECTION 2.1     ANNUAL MEETING.   An  annual  meeting  of  the stockholders
                     --------------
shall  be  held  on  such date in May of each year as the board of directors may
designate  for the purpose of electing directors and for the transaction of such
other  business  as  may  come  before  the  meeting.

     SECTION 2.2     SPECIAL MEETINGS.  Special meetings of the stockholders may
                     ----------------
be called  either  by  the president, the board of directors, or, subject to the
following  sentence,  the  secretary  at  the  written  request  of stockholders
entitled  to  cast  at  least  25%  of  all the votes entitled to be cast at the
meeting  for  the purpose or purposes stated in the call of the meeting.  In the
case  of  a  special  meeting  called  at  the  request of the stockholders, the
secretary  shall  inform the stockholders who made the request of the reasonably
estimated costs of preparing and mailing a notice of the meeting and, on payment
of these costs to the Corporation, notify each stockholder entitled to notice of
the  meeting.  Notwithstanding  the  above,  unless  requested  by  stockholders
entitled to cast a majority of all the votes entitled to be cast at the meeting,
a  special  meeting  need  not  be  called  to  consider  any  matter  which  is
substantially  the  same  as  a  matter  voted  on at any special meeting of the
stockholders  held  during  the  preceding  twelve  months.

     SECTION 2.3     PLACE OF MEETING.  The board of directors may designate any
                     ----------------
place  as the place of meeting for any annual meeting or for any special meeting
called  by  the  board of directors.  If no designation is made, or if a special
meeting  is otherwise called, the place of meeting shall be at the Corporation's
principal  place  of  business.

     SECTION 2.4     NOTICE OF MEETINGS. Written notice stating the place, date,
                     ------------------
and hour of the meeting and, if the meeting is a special meeting or if otherwise
required  by  any  provision  of  the  Maryland  General  Corporation  Law  (the
"Corporation  Law"),  the  purpose  or purposes for which the meeting is called,
shall be delivered not less than 10 nor more than 90 days before the date of the
meeting  either  personally or by mail, by or at the direction of the secretary,
to  each  stockholder  entitled  to  vote  at  such  meeting  and  to each other
stockholder  entitled to notice of the meeting.  If mailed, such notice shall be
deemed  to  be  delivered  when  deposited  in  the  United States mail, postage
prepaid, addressed to the stockholder at the stockholder's address as it appears
on  the records of the Corporation.  When a meeting is adjourned to another time
or  place,  notice  need  not  be given of the adjourned meeting if the time and
place thereof are announced at the meeting at which the adjournment is taken and
such  date  is  not  more  than  120  days  after  the  original  record  date.

<PAGE>
     SECTION 2.5     FIXING OF RECORD DATE.  For  the purpose of determining the
                     ---------------------
stockholders entitled to notice of or to vote at any meeting of stockholders, or
stockholders  entitled to receive payment of any dividend, or in order to make a
determination  of  stockholders  for  any  other  proper  purpose,  the board of
directors  may  fix  in  advance  a  date  as  the  record  date  for  any  such
determination of stockholders, such date in any case to be not more than 90 days
and,  for  a  meeting  of stockholders, not less than 10 days before the date on
which  the  action requiring the determination will be taken.  If no record date
is  fixed for the determination of stockholders entitled to notice of or to vote
at  a  meeting of stockholders, the later of the close of business on the day on
which  notice  of the meeting is mailed or the 30th day before the meeting shall
be  the  record date for such determination.  If no record date is fixed for the
determination  of  stockholders entitled to receive payment of a dividend or the
allotment  of  any  rights,  the  date  on  which the resolution of the board of
directors declaring such dividend or allotment of rights is adopted shall be the
record date for such determination.  A determination of stockholders shall apply
to  any  adjournment of the meeting unless the board fixes a new record date for
the  adjourned  meeting  or unless the date to which the meeting is adjourned is
more  than  120  days  after  the  original  record  date.

     SECTION 2.6     QUORUM. The holders of a majority of the outstanding shares
                     ------
of  the  Corporation  entitled  to  vote on a matter represented in person or by
proxy shall  constitute a quorum for consideration of such matter at any meeting
of stockholders; provided that if less than a majority of the outstanding shares
are  represented  at  such  meeting, a majority of the shares so represented may
adjourn the meeting at any time without further notice.  If a quorum is present,
the  affirmative vote of the majority of all the votes cast at the meeting shall
be the act of the stockholders, unless the vote of a greater number of voting by
classes  is  required  by  the Corporation Law, the articles of incorporation or
these  Bylaws.  At  any  adjourned  meeting  at  which  a quorum is present, any
business  may  be  transacted  which  might have been transacted at the original
meeting.  Withdrawal of stockholders from any meeting shall not cause failure of
a  duly  constituted  quorum  at  that  meeting.

     SECTION 2.7     PROXIES.  Each  stockholder  may appoint a proxy to vote or
                     -------
otherwise  act  for  him by signing an appointment form and delivering it to the
person  so  appointed, but no such proxy shall be valid after eleven months from
the  date  of  its  execution,  unless  otherwise  provided  in  the  proxy.

     SECTION 2.8     VOTING OF SHARES.  Each outstanding share shall be entitled
                     ----------------
to  one  vote  in  each  matter  submitted to vote at a meeting of stockholders.
Unless otherwise  provided  in  the articles of incorporation, there shall be no
cumulative  voting.  Each  stockholder  may vote either in person or by proxy as
provided  above.

     SECTION 2.9     VOTING  OF  SHARES  BY CERTAIN HOLDERS.  Shares held by the
                     --------------------------------------
Corporation  in  a  fiduciary  capacity  may  be  voted  and shall be counted in
determining the total number of outstanding shares entitled to vote at any given
time.

     Shares  registered in the name of another corporation, domestic or foreign,
may  be  voted by the president, a vice president or a proxy appointed by either
of  them,  unless  another person appointed to vote the stock under a bylaw or a
resolution  of  the board of directors presents a certified copy of the bylaw or
resolution,  in  which  case  he  may  vote  the  stock.

     Shares  registered  in  the  name  of  a deceased person, a minor ward or a
person  under  legal  disability  may be voted by his administrator, executor or
court-appointed  guardian,  either  in person or by proxy, without a transfer of
such  shares  into  the  name of such administrator, executor or court appointed
guardian.  Shares  registered  in  the  name  of  a trustee may be voted by such
trustee  either  in  person  or  by  proxy.

     Shares  registered in the name of a receiver may be voted by such receiver,
and  shares  held  by  or  under  the control of a receiver may be voted by such
receiver  without  the  transfer  thereof into his name if authority to do so is
contained  in  an  appropriate  order  of  the  court by which such receiver was
appointed.

     A  stockholder  whose  shares  are  pledged  shall be entitled to vote such
shares  until the shares have been transferred into the name of the pledgee, and
thereafter  the  pledgee  shall  be  entitled to vote the shares so transferred.

     Shares  of  its  own stock owned directly or indirectly by this Corporation
shall  not  be  voted at any meeting and shall not be counted in determining the
total  number  of  outstanding  shares  at any given time, but shares of its own
stock  held  by  it in a fiduciary capacity may be voted and shall be counted in
determining  the  total  number  of  outstanding  shares  at  any  given  time.

                                        2
<PAGE>
     SECTION 2.10    INSPECTORS.  At  any meeting of stockholders, the presiding
                     ----------
officer  may,  or upon the request of any stockholder shall, appoint one or more
persons  as  inspectors  for  such  meeting.

     Such inspectors shall ascertain and report the number of shares represented
at  the  meeting,  based  upon their determination of the validity and effect of
proxies;  count  all votes and report the results; and do such other acts as are
proper  to conduct the election and voting with impartiality and fairness to all
the  stockholders.

     Each report of an inspector shall be in writing and signed by a majority of
the  inspectors  acting  at  such  meeting.  The  report  of  a  majority of the
inspectors  shall be the report of the inspectors.  The report of the inspectors
on the number of shares represented at the meeting and the results of the voting
shall  be  prima  facie  evidence  thereof.

     SECTION 2.11    VOTING BY BALLOT.  Voting  on  any question may be by voice
                     ----------------
unless  the  presiding  officer shall order or any stockholder shall demand that
voting  be  by  ballot.

     SECTION 2.12    NOMINATIONS  OF  DIRECTORS.
                     --------------------------

     (a)     Nominations by Stockholders.  Nominations, other than those made by
             ---------------------------
or  on  behalf  of  the existing management of the Corporation, shall be made in
writing and shall be delivered or mailed to the president of the Corporation not
less  than  30 days prior to any meeting of stockholders called for the election
of  directors;  provided,  however,  that  if  less  than 35 days' notice of the
                --------   -------
meeting  is  given to stockholders, such nomination shall be mailed or delivered
to  the president of the Corporation not later than the close of business on the
seventh  day  following the day on which the notice of meeting was mailed.  Such
notification  shall  contain  the  following  information:

          (1) The name age and business and residence addresses of each proposed
     nominee.

          (2) The principal  business or  occupation  of each  proposed  nominee
     during the last five years.

          (3) With respect to each proposed  nominee , any  affiliation  with or
     material  interest in the  Corporation  or any  transaction  involving  the
     Corporation, and any affiliation with or material interest in any person or
     entity having an interest materially adverse to the Corporation.

          (4) The name and residence address of the notifying stockholder.

          (5) The number of shares of common stock of the  Corporation  owned by
     the notifying stockholder.

     (b)  Additional Nomination Requirements.  Notwithstanding subsection (a)
          ----------------------------------
of  this  Section  2.12,  if  the  Corporation  or any banking subsidiary of the
Corporation  is  subject  to  the  requirements  of Section 914 of the Financial
Institutions  Reform,  Recovery, and Enforcement Act of 1989, then no person may
be  nominated  by  a  stockholder  for  election as a director at any meeting of
stockholders  unless  the  stockholder  furnishes the written notice required by
subsection (a) of this Section 2.12 to the secretary of the Corporation at least
60 days prior to the date of the meeting and the nominee has received regulatory
approval  to  serve  as  a  director  prior  to  the  date  of  the  meeting.

     (c)  Procedures.   The chairman of any meeting of stockholders at which one
          ----------
or more directors are to  be  elected  may  disregard any nomination not made in
accordance  with  this  Section  2.12, and upon the chairman's instructions, the
vote  tellers shall disregard all votes cast for such nominees.  The chairman of
any  such  meeting,  for good cause shown and with proper regard for the orderly
conduct  of business at the meeting, may waive in whole or in part the operation
of  this  Section  2.12.

     SECTION 2.13     CHAIRMAN  OF  MEETING.   The  chairman  of  the  board  of
                      ---------------------
directors  shall  serve  as chairman of any meeting of shareholders unless he is
unable or unwilling to serve as such, in which case the president shall serve as
chairman  of  the  meeting  unless the board of directors has designated another
person  to  serve  as  chairman  of  the  meeting.

                                        3
<PAGE>
                                   ARTICLE III
                                   -----------

                                    DIRECTORS

     SECTION 3.1     GENERAL POWERS.  The  business  and  affairs  of  the
                     --------------
Corporation  shall  be managed under the direction of its board of directors.  A
majority  of  the  board  of directors may establish reasonable compensation for
their  services  and  the services of the officers, irrespective of any personal
interest.

     SECTION 3.2     NUMBER, TENURE AND QUALIFICATIONS.  The number of directors
                     ---------------------------------
of the  Corporation  shall  at  all  times be not less than eleven nor more than
twenty-five  persons,  the  exact number to be fixed and determined from time to
time by resolution of a majority of the full board of directors or by resolution
of  a  majority  of  the  shareholders at any annual or special meeting thereof.
Directors will be divided into three classes, the term of office of those of the
first  class  to  expire at the annual meeting next ensuing; of the second class
one year thereafter; of the third class two years thereafter; and at each annual
election  held after such classification and election, directors shall be chosen
for  a  full  term,  as  the  case  may be, to succeed those whose terms expire.
Directors  need not be residents of Maryland or stockholders of the Corporation.
The  number  of directors may be increased or decreased from time to time by the
amendment  of  this section; but no decrease shall have the effect of shortening
the  term  of  any  incumbent  director.

     SECTION 3.3     REGULAR MEETINGS.  A  regular  meeting  of  the  board  of
                     ----------------
directors shall be held, without notice other than this Bylaw, immediately after
the annual  meeting  of  stockholders.  The  board  of directors may provide, by
resolution,  the  time  and place for the holding of additional regular meetings
without  other  notice  than  such  resolution.

     SECTION 3.4     SPECIAL MEETINGS.  Special  meetings  of  the  board  of
                     ----------------
directors  may  be  called  by or at the request of the chairman of the board of
directors, the president or any four directors. The person or persons authorized
to  call  special  meetings  of  the board of directors may fix any place as the
place for holding  any special meeting of the board of directors called by them.

     SECTION 3.5     NOTICE.  No  notice  will  be  required  for  any scheduled
                     ------
regular meeting of the board of directors. Unless waived as provided below, if a
special  meeting  has been called pursuant to Section 3.4, the person or persons
calling  the  meeting or any other officer or director shall give notice to each
director of the special meeting stating the date, time and place of the meeting.
Such  notice  will  be  given  either (a) by mailing a notice of the meeting not
later  than  the  fifth  business  day  prior to the date of the meeting, (b) by
telephone,  telegram,  cablegram,  telecommunication,  teletype,  facsimile
transmission  or  personal delivery not later than the second business day prior
to  the date of the meeting, or (c) orally, either in person or by telephone not
later  than  the  second  business  day  prior  to the date of the meeting.  The
attendance  of  a director at any meeting shall constitute a waiver of notice of
such  meeting, except where a director attends a meeting for the express purpose
of  objecting  to  the  transaction  of  any business because the meeting is not
lawfully  called or convened.  Neither the business to be transacted at, nor the
purpose  of,  any  regular  or special meeting of the board of directors need be
specified  in  the  notice  or  waiver  of  notice  of  such  meeting.

     SECTION 3.6     QUORUM.  A  majority of the entire board of directors shall
                     ------
constitute  a quorum for the transaction of business at any meeting of the board
of  directors, provided that if less than a majority of such number of directors
are present at such meeting, a majority of the directors present may adjourn the
meeting  at  any  time  without  further  notice.

     SECTION 3.7     MANNER OF ACTING.  The act of the majority of the directors
                     ----------------
present  at a meeting at which a quorum is present shall be the act of the board
of  directors,  unless the act of a greater number is required by statute, these
Bylaws,  or  the  articles  of  incorporation.

                                        4
<PAGE>
     SECTION 3.8     VACANCIES AND NEWLY CREATED DIRECTORSHIPS.  Any  vacancy
                     -----------------------------------------
occurring  on  the  board  for any reason, except as a result of a newly created
directorship,  may  be  filled  by  a  majority of the directors then in office,
though  less  than a quorum, or by a sole remaining director.  A majority of the
entire  board of directors may fill a vacancy which results from a newly created
directorship.  The  director  elected  to  fill  such  vacancy  of newly created
directorship shall hold office until the next annual meeting of stockholders and
until  his  successor  is  elected  and qualifies.  The stockholders may elect a
successor  to  fill  a  vacancy on the board of directors which results from the
removal of a director.  A director elected by the stockholders to fill a vacancy
which  results from the removal of a director serves for the balance of the term
of  the  removed  director.

     SECTION 3.9     RESIGNATION  AND  REMOVAL OF DIRECTORS.  Any  director  may
                     --------------------------------------
resign  at  any time by giving written notice of his resignation to the chairman
of  the  board  of directors, the president or the secretary of the Corporation.
Any  such resignation shall take effect at the time specified therein or, if the
time when it shall become effective is not specified therein, then when accepted
by action of  the  board of directors.  Except as provided above, the acceptance
of  such  resignation  shall  not  be  necessary  to  make  it  effective.

     Unless  the  articles of incorporation provide otherwise, a director may be
removed,  with  or  without  cause,  at  any  time  by the affirmative vote of a
majority  of  all  the  votes entitled to be cast for the election of directors.

     SECTION 3.10     ACTION  BY CONFERENCE TELEPHONE.  Any  one or more members
                      -------------------------------
of  the  board  of  directors  or  of  any  committee designated by the board of
directors  may  participate  in  a  meeting of the board or of such committee by
means  of  conference telephone or similar communications equipment which allows
all  persons  participating  in the meeting to hear each other at the same time.
Participation  in a meeting by such means shall constitute presence in person at
such  meeting.

     SECTION 3.11     ACTION BY DIRECTORS WITHOUT A MEETING.  The  authority  of
                      -------------------------------------
the  board  of  directors  may  be  exercised  without a meeting if a consent in
writing,  setting  forth  the  action  taken,  is signed by all of the directors
entitled  to  vote and is filed with the minutes of the proceedings of the board
of directors.

     SECTION 3.12     COMPENSATION.  The  board of directors, by the affirmative
                      ------------
vote of a majority of directors then in office, and irrespective of any personal
interest  of  any  of  its members, shall have authority to establish reasonable
compensation  of  all  directors  for  services to the Corporation as directors,
officers,  or  otherwise  notwithstanding any director conflict of interest.  By
resolution  of the board of directors, the directors may be paid their expenses,
if  any, of attendance at each meeting of the board.  No such payment previously
mentioned  in  this  section  shall  preclude  any  director  from  serving  the
Corporation  in  any  other  capacity  and  receiving  compensation  therefor.

     SECTION 3.13     PRESUMPTION OF ASSENT.  A  director of the Corporation who
                      ---------------------
is  present  at  a  meeting  of  the  board  of directors at which action on any
corporate matter is taken shall be presumed to have assented to the action taken
unless he announces his dissent at the meeting and that director's dissent shall
be entered in the minutes of the meeting or written dissent to such action shall
be filed  with  the  person  acting  as  the secretary of the meeting before the
adjournment thereof or shall be forwarded by registered or certified mail to the
secretary  of  the  Corporation  within  24  hours  after the adjournment of the
meeting.  Such right to dissent shall not apply to a director who voted in favor
of  such  action  or  failed  to  make  his  dissent  known  at  the  meeting.

     SECTION 3.14     COMMITTEES.  A  majority  of  the  board  of directors may
                      ----------
create  one  or  more  committees  of  two or more members and delegate to these
committees  any of the powers of the board of directors, except such powers that
the Corporation Law provides may not be delegated to a committee.  A majority of
such  committee  shall  constitute  a  quorum  for  transaction  of business.  A
committee  may transact business without a meeting by unanimous written consent.

                                        5
<PAGE>
                                   ARTICLE IV
                                   ----------

                                    OFFICERS

     SECTION 4.1     NUMBER.  The  officers  of  the Corporation shall include a
                     ------
president,  a  treasurer,  and  a  secretary,  and may include a chief executive
officer,  one or more vice presidents, and such other officers as may be elected
by  the  board  of  directors.  Any  two or more offices may be held by the same
person.

     SECTION 4.2     ELECTION AND TERM OF OFFICE.  The  officers  of  the
                     ---------------------------
Corporation  shall  be  elected  annually by the board of directors at the first
meeting  of  the board  of  directors  held  after  each  annual  meeting of the
stockholders.  If  the  election  of officers shall not be held at such meeting,
such election shall be held as soon thereafter as conveniently may be. Vacancies
may  be  filled or new offices created and filled at any meeting of the board of
directors.  Each officer  shall  hold  office  until a successor shall have been
duly elected and shall have qualified or until such officer's death, resignation
or removal in the manner hereinafter provided.  Election of an officer shall not
of  itself  create  contract  rights.

     SECTION 4.3     REMOVAL.  Any  officer elected or appointed by the board of
                     -------
directors  may be removed by the board of directors whenever in its judgment the
best  interests  of  the  Corporation  would be served thereby, but such removal
shall  be  without  prejudice  to  the contract rights, if any, of the person so
removed.

     SECTION 4.4     CHIEF EXECUTIVE OFFICER.  The chief executive officer shall
                     ------------------------
be  the  active  executive officer of the Corporation.  Subject to the direction
and control  of the board of directors, the chief executive officer shall: be in
charge  of  the  business  of  the  Corporation;  see  that  the resolutions and
directions  of  the  board  of directors are carried into effect except in those
instances  in  which  that responsibility is specifically assigned to some other
person by the board of directors; and, in general, discharge all duties incident
to  the  office  of  the chief executive officer and such other duties as may be
prescribed  by  the  board  of  directors  from  time  to time.  Except in those
instances  in  which  the authority to execute is expressly delegated to another
officer  or  agent  of  the  Corporation  or  a  different  mode of execution is
expressly  pre-scribed  by  the  board  of  directors or these Bylaws, the chief
executive  officer  may execute for the Corporation certificates for its shares,
and any contracts, deeds, mortgages, bonds, or other instruments which the board
of  directors  has  authorized to be executed, and may accomplish such execution
either  under  or without the seal of the Corporation and either individually or
with  the  secretary,  any  assistant  secretary, or any other officer thereunto
authorized  by the board of directors, according to the requirements of the form
of  the  instrument.  The  chief executive officer may vote all securities which
the  Corporation  is entitled to vote except as and to the extent such authority
shall  be vested in a different officer or agent of the Corporation by the board
of  directors.

     SECTION 4.5     PRESIDENT.  The  president shall be the principal operating
                     ---------
officer  of the Corporation.  Under the direction of the board of directors, the
president  shall  perform the duties of the chief executive officer in the chief
executive  officer's  absence or inability to act; and in general, discharge all
duties  incident  to the office of the president and such other duties as may be
prescribed  by  the  board  of  directors  from  time  to time.  Except in those
instances  in  which  the authority to execute is expressly delegated to another
officer  or  agent  of  the  Corporation  or  a  different  mode of execution is
expressly  prescribed  by  the board of directors or these Bylaws, the president
may  execute for the Corporation certificates for its shares, and any contracts,
deeds,  mortgages,  bonds, or other instruments which the board of directors has
authorized  to  be  executed,  and may accomplish such execution either under or
without  the  seal  of  the  Corporation  and  either  individually  or with the
secretary, any assistant secretary, or any other officer thereunto authorized by
the  board  of  directors.

     SECTION 4.6     THE VICE PRESIDENTS.  The  vice  president (or in the event
                     -------------------
there is more than one vice president, each of the vice presidents) shall assist
the  chief  executive officer and the president in the discharge of their duties
and shall  perform such other duties as from time to time may be assigned by the
chief  executive  officer,  the  president,  or  the board of directors.  In the
absence  of  the chief executive officer or the president or in the event of the
chief  executive  officer's or president's inability or refusal to act, the vice
president  (or  in  the  event  there  is more than one vice president, the vice
presidents  in  the  order  designated  by  the  board  of  directors, or by the
president  if  the board of directors has not made such a designation, or in the
absence  of  any  designation,  then in the order of seniority of tenure as vice
president)  shall  perform  the  duties  of  the  chief executive officer or the
president  and,  when  so acting, shall have all the powers of and be subject to
all  the restrictions upon the chief executive officer or the president.  Except
in  those  instances in which the authority to execute is expressly delegated to
another  officer or agent of the Corporation or a different mode of execution is
expressly  prescribed  by  the  board  of  directors  or  these Bylaws, the vice
president  (or  each  of  them  if  there are more than one) may execute for the
Corporation  certificates  for  its  shares and any contracts, deeds, mortgages,
bonds  or  other  instruments  which the board of directors has authorized to be
executed,  and may accomplish such execution either under or without the seal of
the  Corporation  and  either  individually or with the secretary, any assistant
secretary,  or any other officer thereunto authorized by the board of directors,
according  to  the  requirements  of  the  form  of  the  instrument.

                                        6
<PAGE>
     SECTION 4.7     THE TREASURER.  The  treasurer  shall  be  the  principal
                     -------------
accounting  and  financial officer of the Corporation.  The treasurer shall: (a)
have  charge  of  and  be  responsible  for the maintenance of adequate books of
account  for  the Corporation;  (b)  have  charge  and  custody of all funds and
securities  of  the Corporation, and be responsible therefor and for the receipt
and disbursement thereof;  and (c) perform all the duties incident to the office
of  treasurer  and such other duties as from time to time may be assigned by the
president  or by the board of directors.  If required by the board of directors,
the  treasurer  shall  give a bond for the faithful discharge of these duties in
such  sum  and  with  such  surety  or  sureties  as  the board of directors may
determine.

     SECTION 4.8     THE SECRETARY.  The secretary shall: (a) record the minutes
                     -------------
of the  stockholders'  and the board of directors' meetings in one or more books
provided for that purpose; (b) see that all notices are duly given in accordance
with  the  provisions of these Bylaws or as required by law; (c) be custodian of
the corporate records and of the seal of the Corporation; (d) keep a register of
the  post  office  address  of  each stockholder which shall be furnished to the
secretary  by  such  stockholder; (e) sign with the chief executive officer, the
president, or a vice president, or any other officer thereunto authorized by the
board  of  directors,  certificates  for shares of the Corporation, the issue of
which  shall  have been authorized by the board of directors, and any contracts,
deeds,  mortgages,  bonds, or other instruments which the board of directors has
authorized  to  be  executed,  according  to the requirements of the form of the
instrument, except when a different mode of execution is expressly prescribed by
the  board  of  directors  or these Bylaws; (f) have general charge of the stock
transfer  books  of  the  Corporation; (g) have authority to certify the Bylaws,
resolutions  of  the stockholders and board of directors and committees thereof,
and  other  documents of the Corporation as true and correct copies thereof; and
(h) perform all duties incident to the office of secretary and such other duties
as  from  time  to  time  may  be  assigned  by the chief executive officer, the
president  or  by  the  board  of  directors.

     SECTION 4.9     ASSISTANT TREASURERS AND ASSISTANT SECRETARIES.  The
                     ----------------------------------------------
assistant  treasurers  and  assistant  secretaries  shall perform such duties as
shall  be  assigned  to them by the treasurer or the secretary, respectively, or
by  the  chief  executive officer, the president or the board of directors.  The
assistant secretaries  may sign with the chief executive officer, the president,
or  a vice president,  or any other officer thereunto authorized by the board of
directors, certificates  for shares of the Corporation, the issue of which shall
have  been  authorized  by  the  board  of  directors, and any contracts, deeds,
mortgages,  bonds,  or  other  instruments  which  the  board  of  directors has
authorized  to  be  executed,  according  to the requirements of the form of the
instrument  except when a different mode of execution is expressly prescribed by
the  board  of  directors  or  these  Bylaws.  The  assistant  treasurers  shall
respectively, if required by the board of directors, give bonds for the faithful
discharge  of  their  duties in such sums and with such sureties as the board of
 directors shall determine.

     SECTION 4.10     SALARIES.  The  salaries  of  the  officers shall be fixed
                      --------
from  time  to  time by the board of directors and no officer shall be prevented
from  receiving  such  salary  by reason of the fact that such officer is also a
director  of  the  Corporation.

                                    ARTICLE V
                                    ---------

                                 INDEMNIFICATION

     SECTION 5.1     INDEMNIFICATION  OF  DIRECTORS.  The  Corporation  shall
                     ------------------------------
indemnify  and hold harmless any person (an "Indemnified Person") who was or is,
or  is threatened to be made, a named defendant or respondent to any threatened,
pending  or  completed  action,  suit  or  proceeding,  whether civil, criminal,
administrative or investigative (including any action or suit by or in the right
of  the  Corporation),  by  reason  of  service as a director of the Corporation
against  any  judgments,  penalties,  fines, settlements and reasonable expenses
(including,  but  not limited to, attorneys' fees and disbursements, court costs
and expert witness fees) actually incurred by him in connection with the action,
suit or proceeding; provided, in any case, that no indemnification shall be made
for  any  judgments,  fines,  penalties, settlements or expenses attributable to
circumstances as to which, under applicable provisions of the Corporation Law as
in  effect  from  time  to time, such indemnification is not allowed.  If at any
time  the  Corporation  Law  shall  have  been  amended to authorize the further
indemnification  against  liability  of  a  director,  then each director of the
Corporation  shall  be  indemnified  by  the  Corporation  to the fullest extent
permitted  by the Corporation Law, as so amended, without action by the board of
directors  or  shareholders,  unless  the  provisions of the Corporation Law, as
amended,  require  such  action.

                                        7
<PAGE>
     SECTION 5.2     INDEMNIFICATION  OF  OTHERS.  The  Board of Directors shall
                     ---------------------------
have  the  power  to cause the Corporation to provide to officers, employees and
agents of  the  Corporation  all or any part of the right to indemnification and
other  rights  of  the  type  provided  under  Section 5.1, 5.5 and 5.11 of this
Article  Five (subject  to the conditions, limitations and obligations specified
therein) upon a  resolution  to that effect identifying such officers, employees
or agents (by position  or  name) and specifying the particular rights provided,
which  may  be  different  for  each  of  the persons identified.  Each officer,
employee  or  agent  of  the  Corporation so identified shall be an "Indemnified
Person"  for  purposes  of  the  provisions  of  this  Article  Five.

     SECTION 5.3     SUBSIDIARIES.  The  Board of Directors shall have the power
                     ------------
to cause  the Corporation to provide to any director, officer, employee or agent
of the  Corporation  who  also  is  or was a director, officer, trustee, general
partner,  employee  or agent of a Subsidiary (as defined below), all or any part
of  the  right  to  indemnification  and other rights of the type provided under
Sections  5.1,  5.5  and  5.11  of this Article Five (subject to the conditions,
limitations  and obligations specified therein), with regard to amounts actually
and reasonably incurred by such person because he is or was a director, officer,
trustee,  general  partner,  employee  or agent of the Subsidiary.  The Board of
Directors shall exercise such power, if at all, through a resolution identifying
the person or persons to be indemnified (by position or name) and the Subsidiary
(by  name  or  other  classification),  and  specifying  the  particular  rights
provided,  which  may  be  different  for  each of the persons identified.  Each
person  so  identified  shall  be  an  "Indemnified  Person" for purposes of the
provisions  of  this  Article  Five.  As used in this Article Five, "Subsidiary"
shall  mean  (a)  another  corporation,  joint  venture, trust, partnership.  or
unincorporated business association more than 20% of the voting capital stock or
other  voting  equity  interest  of  which  was,  at  or  after  the  time  the
circumstances  giving  rise  to  such  action,  suit or proceeding arose, owned,
directly  or indirectly, by the Corporation, or (b) a nonprofit corporation that
receives  its  principal  financial  support  from  the  Corporation  or  its
Subsidiaries.

     SECTION 5.4     DETERMINATION.  To  the  extent  that an Indemnified Person
                     -------------
has been successful on the merits or otherwise in defense of any action, suit or
proceeding  referred  to in Section 5.1 (or in Sections 5.2 or 5.3, if the Board
of  Directors  has  specified  that advancement of expenses be made available to
such  Indemnified Person), or in defense of any claim, issue, or matter therein,
such  person  shall  be indemnified against expenses (including attorneys' fees)
actually  and  reasonably  incurred  by  him in connection therewith.  Except as
provided above, any indemnification under this Article Five (unless ordered by a
court)  shall be made by the Corporation only as authorized in the specific case
upon a determination that indemnification of the Indemnified Person is proper in
the  circumstances  because he or she has met the applicable standard of conduct
set  forth  under  the Corporation Law.  Such determination shall be made (1) by
the  board  of  directors by a majority vote of a quorum consisting of directors
who were not parties to such action, suit or proceeding, or (2) if such a quorum
is not obtainable, or even if obtainable and a quorum of disinterested directors
so  directs,  by  independent  legal counsel in a written opinion, or (3) by the
stockholders.

     SECTION 5.5     ADVANCES.     Expenses  (including,  but  not  limited  to,
                     --------
attorneys'  fees and  disbursements,  court  costs,  and  expert  witness  fees)
incurred by the Indemnified  Person in defending any action,  suit or proceeding
of the kind described in Section 5.1 (or in Sections 5.2 or 5.3, if the Board of
Directors has specified  that  advancement of expenses be made available to such
Indemnified  Person)  shall be paid by the  Corporation  in advance of the final
disposition  of such  action,  suit  or  proceeding  as set  forth  herein.  The
Corporation  shall  promptly pay the amount of such expenses to the  Indemnified
Person,  but in no event later than 10 days following the  Indemnified  Person's
delivery to the Corporation of a written request for an advance pursuant to this
Section 5.5, together with a reasonable  accounting of such expenses;  provided,
however,  that the  Indemnified  Person shall furnish the  Corporation a written
affirmation of his good faith belief that he is entitled to indemnification  for
such amounts under this Article Five and a written  undertaking and agreement to
repay to the  Corporation  any advances  made pursuant to this Section 5.5 if it
shall  be  determined  that  the  Indemnified  Person  is  not  entitled  to  be
indemnified by the Corporation for such amounts.  The Corporation shall make the
advances contemplated by this Section 5.5 regardless of the Indemnified Person's
financial  ability to make  repayment.  Any advances and  undertakings  to repay
pursuant to this Section 5.5 shall be unsecured and interest-free.

                                        8
<PAGE>
     SECTION  5.6    NON-EXCLUSIVITY.  Subject  to  any  applicable  limitation
                      ---------------

imposed  by  the  Corporation  Law  or  the  articles  of   incorporation,   the
indemnification  and advancement of expenses  provided by or granted pursuant to
this Article  Five shall not be deemed  exclusive of any other rights to which a
person seeking  indemnification or advancement of expenses may be entitled under
any provision of the Articles of  Incorporation,  or any Bylaw,  resolution,  or
agreement  specifically  or  in  general  terms  approved  or  ratified  by  the
affirmative  vote of  holders of a majority  of the shares  entitled  to be cast
thereon.

     SECTION 5.7     INSURANCE. The Corporation shall have the power to purchase
                     ---------
and  maintain  insurance  on  behalf  of any  person  who is or was a  director,
officer,  employee  or agent of the  Corporation,  or is or was  serving  at the
request of the Corporation as a director,  officer,  trustee,  general  partner,
employee or agent of a Subsidiary,  against any liability  asserted  against him
and incurred by him in any such capacity,  or arising out of his status as such,
whether or not the  Corporation  would have the power to  indemnify  him against
such liability under the provisions of this Article Five.

     SECTION  5.8     NOTICE.    If  the  Corporation  indemnifies  or  advances
                      ------
expenses  to a  director  under  Section  2-418 of the  Corporation  Law (or any
equivalent  provision of these Bylaws) in connection  with a proceeding by or in
the right of the Corporation,  the Corporation  shall, to the extent required by
such  section,   report  the  indemnification  or  advance  in  writing  to  the
shareholders with or before the notice of the next shareholders' meeting.

     SECTION  5.9     SECURITY.  The  Corporation may designate certain of its
                      --------
assets as collateral, provide self-insurance or otherwise secure its obligations
under this  Article  Five,  or under any  indemnification  agreement  or plan of
indemnification  adopted and entered into in accordance  with the  provisions of
this Article Five, as the Board of Directors deems appropriate.

     SECTION 5.10     AMENDMENT.  Any amendment to this Article Five that limits
                      ---------
or  otherwise  adversely  affects  the  right of indemnification, advancement of
expenses,  or other rights of any Indemnified Person hereunder shall, as to such
Indemnified  Person,  apply only to claims, actions, suits, or proceedings based
on  actions,  events  or  omissions  (collectively,  "Post  Amendment  Events")
occurring after such amendment and after delivery of notice of such amendment to
the  Indemnified  Person  so  affected.  Any Indemnified Person shall, as to any
claim,  action,  suit  or  proceeding  based  on  actions,  events  or omissions
occurring  prior to the date of receipt of such notice, be entitled to the right
of  indemnification, advancement of expenses and other rights under this Article
Five  to  the  same  extent  as  if such provisions had continued as part of the
Bylaws  of  the Corporation without such amendment.  This Section 5.10 cannot be
altered,  amended or repealed in a manner effective as to any Indemnified Person
(except  as  to Post Amendment Events) without the prior written consent of such
Indemnified  Person.

     SECTION  5.11     AGREEMENTS.  The provisions of this Article Five shall be
                       ----------
deemed  to  constitute  an  agreement  between  the  Corporation and each person
entitled  to  indemnification  hereunder.  In addition to the rights provided in
this  Article  Five, the Corporation shall have the power, upon authorization by
the  Board  of  Directors, to enter into an agreement or agreements providing to
any  person  who  is  or  was  a  director,  officer,  employee  or agent of the
Corporation  indemnification  rights  substantially similar to those provided in
this  Article  Five.

     SECTION  5.12     CONTINUING  BENEFIT.  The indemnification and advancement
                       -------------------
of expenses  provided by or granted pursuant to this Article Five shall,  unless
otherwise provided when authorized or ratified,  continue as to a person who has
ceased to be a  director,  officer,  employee  or agent  and shall  inure to the
benefit of the heirs, executors and administrators of such person.

     SECTION  5.13     SUCCESSORS.  For purposes of this Article Five,  the term
                       ----------
"Corporation"  shall  include any corporation, joint venture, trust, partnership
or  unincorporated  business  association  that  is  the  successor  to  all  or
substantially  all of the business or assets of this Corporation, as a result of
merger,  consolidation,  sale,  liquidation or otherwise, and any such successor
shall  be  liable to the persons indemnified under this Article Five on the same
terms  and  conditions  and  to  the  same  extent  as  this  Corporation.

     SECTION  5.14     SEVERABILITY.  Each of the Sections of this Article Five,
                       ------------
and  each of the  clauses  set  forth  herein,  shall  be  deemed  separate  and
independent,  and  should  any part of any such  Section  or clause be  declared
invalid or unenforceable by any court of competent jurisdiction, such invalidity
or  unenforceability  shall in no way render invalid or unenforceable  any other
part thereof or any separate  Section or clause of this Article Five that is not
declared invalid or unenforceable.

                                        9
<PAGE>
     SECTION  5.15     ADDITIONAL  INDEMNIFICATION.  In addition to the specific
                       ---------------------------
indemnification rights set forth herein, the Corporation shall indemnify each of
its  directors  and  such of its officers as have been appointed by the Board of
Directors  to  the  full  extent  permitted  by action of the Board of Directors
without  shareholder  approval  under  the  Corporation Law or other laws of the
State  of  Maryland  as  in  effect  from  time  to  time.

                                   ARTICLE VI
                                   ----------

                      CONTRACTS, LOANS, CHECKS AND DEPOSITS

     SECTION  6.1     CONTRACTS.  The  board  of  directors  may  authorize  any
                      ---------
officer  or officers, agent or agents, to enter into any contract or execute and
deliver any instrument in the name of and on behalf of the Corporation, and such
authority  may  be  general  or  confined  to  specific  instances.

     SECTION  6.2     LOANS.  No loans shall be  contracted  on  behalf  of  the
                      -----

Corporation  and no evidences of indebtedness shall be issued in its name unless
authorized  by  a  resolution  of  the  board  of  directors.

     SECTION  6.3     CHECKS,  DRAFTS,  ETC.    All  checks,  drafts,  or  other
                      ----------------------
orders for the payment of money, notes or other evidences of indebtedness issued
in the name of the Corporation  shall be signed by such officer or officers,  or
agent or agents,  of the  Corporation  and in such  manner as shall from time to
time be determined by resolution of the board of directors.

     SECTION  6.4     DEPOSITS.   All  funds  of  the Corporation  not otherwise
                      --------
employed shall be deposited  from time to time to the credit of the  Corporation
in such banks,  trust companies or other  depositories as the board of directors
may select.

                                   ARTICLE VII
                                   -----------

                            SHARES AND THEIR TRANSFER

     SECTION  7.1     SHARES  REPRESENTED  BY  CERTIFICATES  AND  UNCERTIFICATED
                      ----------------------------------------------------------
SHARES.  Shares shall either be represented by certificates or be uncertificated
------
shares.

     Certificates  representing shares of the Corporation shall be signed by the
appropriate  officer  and may be sealed with the seal or a facsimile of the seal
of  the  Corporation.  If  a certificate is countersigned by a transfer agent or
registrar,  other than the Corporation or its employee, any other signatures may
be  facsimile.  Each  certificate  representing  shares  shall  be consecutively
numbered or otherwise identified, and shall also state the name of the person to
whom  issued,  the  number  and  class of shares (with designation of series, if
any),  the  date  of issue, and that the Corporation is organized under Maryland
law.  If the Corporation is authorized to issue shares of more than one class or
of series within a class, the certificate shall also contain such information or
statement  as  may  be  required  by  law.

     The  name  and  address of each stockholder, the number and class of shares
held, and the date on which the shares were issued shall be entered on the books
of  the  Corporation.  The person in whose name shares stand on the books of the
Corporation  shall  be  deemed the owner thereof for all purposes as regards the
Corporation.

     SECTION  7.2     LOST  CERTIFICATES.  If  a certificate representing shares
                      ------------------
has  allegedly  been  lost  or  destroyed  the  board  of  directors  may in its
discretion,  except  as may be required by law, direct that a new certificate be
issued,  upon  such  indemnification and other reasonable requirements as it may
impose.

     SECTION  7.3     TRANSFERS  OF  SHARES.      Transfers  of  shares  of  the
                      ---------------------
Corporation  shall be  recorded  on the books of the  Corporation.  Transfer  of
shares  represented by  certificates,  except in the case of a lost or destroyed
certificate,  shall be made on surrender for cancellation of the certificate for
such shares.  A  certificate  presented  for transfer  must be duly endorsed and
accompanied  by proper  guaranty of signature and other  appropriate  assurances
that the endorsement is effective.  Transfer of an uncertificated share shall be
made on receipt by the Corporation of an instruction  from the registered  owner
or  other  appropriate  person.  The  instruction  shall  be  in  writing  or  a
communication in such form as may be agreed upon in writing by the Corporation.

                                       10
<PAGE>
                                  ARTICLE VIII
                                  ------------

                                   FISCAL YEAR

     The fiscal year of the Corporation shall end on December 31 in each year or
on  such  other  date  as  the  board  of  directors  may  determine.

                                   ARTICLE IX
                                   ----------

                                  DISTRIBUTIONS

     The  board  of  directors  may  authorize,  and  the  Corporation may make,
distributions  to  its stockholders, subject to any restrictions in its articles
of  incorporation  or  provided  by  law.

                                    ARTICLE X
                                    ---------

                                      SEAL

     The corporate seal shall have inscribed thereon the name of the Corporation
and the words "Corporate Seal, Maryland."  The seal may be used by causing it or
a  facsimile  thereof  to  be  impressed or affixed or in any manner reproduced,
provided that the affixing of the corporate seal to an instrument shall not give
the  instrument  additional force or effect, or change the construction thereof,
and  the  use  of  the  corporate  seal  is  not  mandatory.

                                   ARTICLE XI
                                   ----------

                                WAIVER OF NOTICE

     Whenever  any  notice is required to be given under the provisions of these
Bylaws  or  under  the  provisions of the articles of incorporation or under the
provisions  of  the  Corporation Law, a waiver thereof in writing, signed by the
person  or  persons  entitled  to  such notice, whether before or after the time
stated  therein,  shall  be  deemed  equivalent  to  the  giving of such notice.
Attendance  at  any meeting shall constitute waiver of notice thereof unless the
person  at  the  meeting  objects  to  the holding of the meeting because proper
notice  was  not  given.

                                   ARTICLE XII
                                   -----------

                                   AMENDMENTS
     The  Bylaws  of  the Corporation may be adopted, amended or repealed by the
stockholders or the board of directors, provided that any action by the board of
directors  shall  not  divest  or  limit the power of the stockholders to adopt,
amend,  or  repeal  Bylaws  and  the  stockholders may, in adopting, amending or
repealing  a  particular bylaw, provide expressly the board of directors may not
amend  or  repeal  the  Bylaw.  The  Bylaws  may  contain any provisions for the
regulation  and  management  of  the affairs of the Corporation not inconsistent
with  the  law  or  the  articles  of  incorporation.

                            *     *     *     *     *


Effective  May  26,  1999


                                       11
<PAGE>